Examples of Company Preferred A Shares in a sentence
The issuance of the Company Preferred A Shares is duly authorized and upon issuance in accordance with the terms of the Exchange Documents and the certificate of incorporation and bylaws of the Company shall be validly issued, fully paid and non-assessable and free from all taxes, liens, charges and other encumbrances with respect to the issue thereof.
Upon the terms and subject to the conditions set forth herein, subject to the satisfaction or waiver of all of the conditions set forth in Section 1(b) of this Agreement, at the Purchase Closing Time, the Company shall issue and sell to Purchaser, and Purchaser shall purchase from the Company, the Company Preferred A Shares.
At the close of business on December 12, 1997 (i) 13,514,094 Company Shares were issued and outstanding; (ii) 44,399 shares of Company Preferred A Shares were issued and outstanding; and (iii) 26,989 shares of Company Preferred B Shares were issued and outstanding.
Purchaser is acquiring the Company Preferred A Shares purchased hereunder for its own account for investment and not with a view towards the resale, transfer or distribution thereof, nor with any present intention of distributing such Company Preferred A Shares, in each case in violation of the 1933 Act.
Purchaser has not agreed to give any Person any interest or right in the Company Preferred A Shares.
As of the date of this Agreement, there are 48,895 Company Ordinary Shares issued and outstanding, 92,089 Company Ordinary A Shares issued and outstanding, 198,725 Company Preferred A Shares issued and outstanding, 54,200 Company Preferred A-1 Shares issued and outstanding, 253,952 Company Preferred B Shares issued and outstanding, and 95,587 Company Preferred B-1 Shares issued and outstanding.
The parties agree that the Company Preferred A Shares shall be issued by the Company in book form and without the issuance of stock certificates.
The Company shall redeem all of its outstanding Company Preferred A Shares and Company Preferred B Shares prior to its mailing of the Proxy Statement to its shareholders in which the holders of Company Shares are asked to vote to approve the Merger.
As of the date hereof, the authorized capital stock of the Company consists of 36,000,000 Company Shares and 150,000 shares of cumulative preferred stock, $50 par value per share (the "Company Preferred A Shares") and 200,000 shares of cumulative preferred stock, $100 par value per share (the "Company Preferred B Shares").
At the Closing Time, in accordance with the terms of the Merger Agreement, since Purchaser is merging with and into Tempus and Tempus will become a wholly-owned subsidiary of Tempus, the Company Preferred A Shares shall be cancelled and extinguished in the Parent Merger without any conversion thereof or payment therefor.